Copeland

We address an unsettled question in California: may a party sue for breach of a contract to negotiate an agreement or is such a “contract” merely an unenforceable “agreement to agree?” We hold a contract to negotiate an agreement is distinguishable from a so-called “agreement to agree” and can be formed and breached just like any other contract. We further hold, however, even if the plaintiff in this case could establish the defendant’s liability for breach of contract he is limited to reliance damages—a form of recovery he has disavowed and defendant has shown he cannot prove. For this reason we affirm the trial court’s judgment for defendant.

Facts and Proceedings Below

The following facts are undisputed.

Baskin Robbins U.S.A. operated an ice cream manufacturing plant in the City of Vernon. When the company announced its intention to close the plant, Kevin A. Copeland expressed an interest in acquiring it. The parties commenced negotiations. Copeland made clear from the outset his agreement to purchase the plant was contingent on Baskin Robbins’s agreeing to purchase the ice cream he manufactured there. Copeland testified at his deposition the ice cream purchase…